Chronically ill children are an underserved, under-represented and disadvantaged population with regards to education. In addition to the child's medical illness, they are also at high risk for psychological problems. One of the most common psychological problem areas is educational difficulties or academic and learning problems due to regular school absences for medical reasons. Regular school absences put the child at an academic disadvantage. Also, complications from disease can result in learning disabilities or educational delays. We see an opportunity to leverage their disadvantage, a chronic and debilitating illness, into a potential educational advantage, providing motivation to learn about the systematic and scientific processes of their disease, which can spark an overall interest in math and science. Because of their chronic illness, the hospitalized children are a captive audience for informal and complex systems learning using the math and science behind their disease. We propose to develop a prototype digital game application that will consist of a small core set of models and activities that encourage children to ask questions and investigate the science behind their illness. These games will develop specific science, technology, engineering, and math (STEM) skills and provide an entry point to systems learning using the body as a model of a complex system. We anticipate that this core set of models will be adaptable to address the ways different diseases affect the body. In this way we can build upon what is personally meaningful to these children, increasing their motivation to engage and learn about STEM topics. Milestone 1: Prototype Game Development. Through paper and digital prototyping, with both the internal team and our intended audience, the game concept(s) (macro and micro) will be constructed, leveraging a proven software development process that provides both upfront direction and a process for iterative development. We will develop one body model and two small games built on that model Milestone 2: Evaluate the learning and motivation. Through observations, interviews, and conversation analysis we will evaluate the learning outcomes and changes to learning motivations through the use of the game. Milestone 3: Evaluate the potential for learning about systems thinking. Through observations and interviews we will seek to see where children and their families are making connections between the two games and possibly fitting what they know through the games to other content about their disease. Overview summary of Milestones: The objective of the current proposal is to develop a prototype of one core game model and two activities that can be incorporated into this game model. These activities will be based upon sickle cell anemia, and be tested with children with sickle cell anemia and their families. Our goal is to initially focus on one game model and one disease. Successful completion of this project will provide a platform technology that will be used to create a suite of games addressing how we can leverage different childhood illness for STEM and systems thinking learning.